Lawyer Monthly - February 2022

Lawyer Monthly Transaction Reports - Funds & Investments 72 WWW.LAWYER-MONTHLY.COM FEB 2022 ABOUT THE DEAL Memery Crystal has advised process mining and Execution Management Software (EMS) company Celonis SE on its acquisition of Limited. Celonis SE are an international leader in EMS, having pioneered the process mining category 10 years ago by developing the ability to automatically x-ray processes in order to find inefficiencies. Its acquisition of is expected to enable the combined group to create a stronger platformwith real-time data for largescale customers with multi-tenant environments. The Memery Crystal teamwas led by chair Lesley Gregory and director Karen O’ Grady with input from the firm’s corporate, commercial, IP and technology (CIPT) and employment and employee incentives teams. Director Karen O’Grady handled the corporate aspects of the transaction with assistance from associate Alex Stanciu and paralegal Priya Morzeria. Partner Jonathan Riley led the CIPT team alongside solicitor Kasia Reda and trainee Sylvia Muller. Senior associate Mark Rose and solicitor Alfie Bright handled the employment aspects with consultant Euan Fergusson advising on employee incentives aspects. Other firms, including Foley Hoag in the US, Jones Day in Germany and Zepos & Yannopoulos in Greece, also advised on the deal. Tell us more about the expertise your team brought to this acquisition. The team comprises individuals with a wealth of experience acting on mid-market M&A transactions for large corporates looking to make strategic acquisitions, which means that we have legal and commercial expertise to draw upon on all aspects of a transaction of this nature. In this case, our Corporate team’s experience acting on international transactions with teams in multiple jurisdictions as well as our strong sector knowledge and expertise stood us in good stead and meant we were able to really deliver for our client. We have a reputation for getting deals done and this transaction was no exception. How did you work alongside Foley Hoag and other international firms as part of the transaction? We are fortunate in having a strong and established working relationship with Foley Hoag, having worked on a number of transactions with them in the past. Here, both firms were able to leverage this relationship to the benefit of our mutual client. Given the complexities of the transaction, communication was key to ensuring our clients’ priorities and the risks of the transaction were appropriately addressed. We were able to quickly establish and maintain open and frequent lines of communication and a clear division of labour as between all firms. All advisers maintained a flexible and accommodating approach which meant that any changes to the transaction as it progressed could be quickly and effectively dealt with between us. Were there any challenges involved in your work on the deal? If so, how did you handle them Delivering the commercial outcomes Celonis wished to achieve in a manner that complied with the laws of various jurisdictions presented challenges at times, but we were fortunate to be working with lawyers across the jurisdictions who were willing to take the time to fully explain the nuances of the applicable laws in their respective jurisdictions and work with us to find workable solutions to any potential issues. For our team, staying at the centre of the conversations on these issues, irrespective of the legal jurisdictions which they impacted, meant we were able to maintain a holistic understanding of the transaction and reflect this in our approach to the transaction documents and negotiations. Lawyer Monthly had the pleasure to speak with Karen O’Grady, Director at Memery Crystal to give us some further insight into this transaction: October 2021 Celonis SE’s Acquisition of Limited Acted as Legal Adviser to Celonis SE

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